0001193125-10-062183 Sample Contracts

LOAN AGREEMENT Dated as of July 17, 2006 between 515/555 FLOWER MEZZANINE ASSOCIATES, LLC as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP. as Lender
Loan Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of July 17, 2006, between 515/555 FLOWER MEZZANINE ASSOCIATES, LLC, a Delaware limited liability company, having an address at c/o Thomas Properties Group, LLC, 515 South Flower Street, Sixth Floor, Los Angeles, California 90071 (“Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having an address at 388 Greenwich Street, 11th Floor, New York, New York 10013 (in such capacity together with its successors and assigns in such capacity, the “Lender”).

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LOAN AGREEMENT Dated as of July 31, 2003 Between PHILADELPHIA PLAZA-PHASE II, LP, as Borrower and MORGAN STANLEY MORTGAGE CAPITAL INC., as Lender
Loan Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • New York

THIS LOAN AGREEMENT, dated as of July 31, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, 27th Floor, New York, New York 10020 (“Lender”) and PHILADELPHIA PLAZA-PHASE II, LP, a Pennsylvania limited partnership having an address at c/o Thomas Properties Group LLC, 515 South Flower, Suite 600, Los Angeles, California 90071 (“Borrower”).

CONTRIBUTION AGREEMENT (THOMAS MASTER INVESTMENTS, LLC)
Contribution Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • California

THIS CONTRIBUTION AGREEMENT (Thomas Master Investments, LLC) (this “Agreement”) is made as of October 13, 2004 by and among THOMAS DIVISION PARTNERSHIP, L.P., a California limited partnership (“Division”), THOMAS PARTNERS, INC., a California corporation (“TPI”), RICHARD I. GILCHRIST (“RIG”), HUNTINGTON/FOX INVESTMENTS, LP (fka E.D. Fox, Jr., Family LP), a California limited partnership (“HFI”), severally but not jointly (Division, TPI, RIG, and HFI being each a “Principal” and collectively, “Principals”), and THOMAS MASTER INVESTMENTS, LLC, a California limited liability company (“TMI”).

LIMITED PARTNERSHIP AGREEMENT OF THOMAS HIGH PERFORMANCE GREEN FUND, L.P. Dated as of December 18, 2007
Development Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • Delaware

THIS MANAGEMENT AND LEASING AGREEMENT (the “Agreement”) is made as of [ ] (“Effective Date”), by and between [Purchasing Entity Name] a Delaware limited liability company (hereinafter referred to as “Owner”), and [TPG Affiliate], hereinafter referred to as “Property Manager”), with respect to the following:

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC
Operating Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this “Amendment”), is entered into as of October 30, 2009, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”).

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC
Operating Agreement • March 22nd, 2010 • Thomas Properties Group Inc • Real estate • Delaware

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF TPG/CALSTRS, LLC (this “Amendment”), is entered into as of February 19, 2010, by and between CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Investor”), and THOMAS PROPERTIES GROUP, L.P., a Maryland limited partnership (“Operator”).

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